MAQC Maquia Capital Acquisition Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2023, Maquia Capital Acquisition Corporation (the “Company”) issued a promissory note (the “Working Capital Note”) in the principal amount of $250,000 to Maquia Investments North America, LLC (the “Sponsor”) to fund the Company’s ongoing working capital needs. The Working Capital Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company.

As previously disclosed, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination (the “Initial Business Combination”) from May 7, 2023 to February 7, 2024 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”).

Following the approval of the Extension Amendment Proposal, on May 22, 2023, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $245,411.55 to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $245,411.55 to deposit into the Company’s trust account (the “Trust Account”) for the Company’s Class A common stock, par value $0.0001, held by the Company’s public stockholders (the “Public Shares”) that were not redeemed in connection with the Charter Amendment.

On May 15, 2023, the Company deposited $27,267.95 into the Trust Account, with such amount being treated as the first draw under the Extension Note, and the Company will continue to deposit $27,267.95 into the Trust Account for each additional calendar month (promptly following the 7^th of each calendar month), or portion thereof, that is needed by the Company to complete an Initial Business Combination until February 7, 2024, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination. The Extension Note bears no interest and is repayable in full upon the date of the consummation of the Initial Business Combination or the liquidation of the Company.

The issuance of the Working Capital Note and Extension Note were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Working Capital Note and Extension Note, a copy of which is attached as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and is incorporated herein by reference.